On March 21, 2025, FinCEN issued an interim final rule that removes the requirement for U.S. companies and U.S. persons to report beneficial ownership information (BOI) to FinCEN under the Corporate Transparency Act. Foreign entities that meet the new definition of a “reporting company” and do not qualify for an exemption must report their BOI to FinCEN under new deadlines.
FinCEN revised the definition of “reporting company” in its implementing regulations to mean only those entities that are formed under the law of a foreign country and that have registered to do business in any U.S. State or Tribal jurisdiction by the filing of a document with a secretary of state or similar office. This means that all entities created in the United States, including those previously known as “domestic reporting companies”, and their beneficial owners will be exempt from the requirement to report BOI to FinCEN. Thus, only foreign entities are now required to report their BOI to FinCEN. These foreign entities, however, will not be required to report any U.S. persons as beneficial owners, and U.S. persons will not be required to report BOI with respect to any such entity for which they are a beneficial owner.
The new deadlines for foreign reporting companies will be as follows:
Reporting companies registered to do business in the United States before the date of publication of the IFR must file BOI reports no later than 30 days from that date.
Reporting companies registered to do business in the United States on or after the date of publication of the IFR have 30 calendar days to file an initial BOI report after receiving notice that their registration is effective.
FinCEN will be accepting comments to this interim final rule within 60 days from the date of publication in the Federal Register.
FinCEN’s news release can be found here.
A copy of the interim final rule can be found here.